SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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LIQUID AUDIO, INC.
(Name of Registrant as Specified in Its Charter)
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MUSICMAKER.COM, INC.,
JEWELCOR MANAGEMENT, INC., BARINGTON COMPANIES EQUITY PARTNERS, L.P., RAMIUS
SECURITIES, LLC, DOMROSE SONS PARTNERSHIP,
JAMES A. MITAROTONDA and SEYMOUR HOLTZMAN
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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On June 13, 2002, musicmaker.com, Inc. issued the following press release:
FOR IMMEDIATE RELEASE
For Information Contact:
James Mitarotonda
President and Chief Executive Officer
musicmaker.com, Inc.
(212) 974-5701
musicmaker.com, Inc. Continues Proxy Solicitation Efforts
NEW YORK, NY - - June 13, 2002 - musicmaker.com, Inc. (OTCBB - HITS) sent the
following letter to Liquid Audio, Inc. (NASDAQ - LQID) today:
musicmaker.com, Inc.
c/o Barington Capital Group, L.P.
888 Seventh Avenue
17th Floor
New York, New York 10019
VIA FACSIMILE (650) 549-2104
AND FEDERAL EXPRESS
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June 13, 2002
Gerald W. Kearby
President and Chief Executive Officer
Liquid Audio, Inc.
800 Chesapeake Drive
Redwood City, Ca 94063
Dear Mr. Kearby:
I would like to have said that I was shocked and dismayed by your proposed
action to merge Liquid Audio with Alliance Entertainment Corp., but I have come
to believe that the senior management and Board of Directors of the company are
primarily interested in perpetuating their own positions, rather than in
enhancing shareholder values.
In my opinion, the record industry is greatly troubled on all levels, and
this "shotgun wedding" will only accelerate the losses. I sincerely hope that
the company has not included a breakup fee in this proposed transaction, as that
most certainly would be repugnant.
Both musicmaker.com, Inc. and the company have already incurred
substantial costs in this proxy solicitation. Delaying the Annual Meeting will
only cause both parties to incur additional needless expenses and waste
significant time.
The company should go forward with the July 1, 2002 Annual Meeting and let
the shareholders vote on the director nominees. This vote will be a clear
message as to whether or not the shareholders
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support your management. You very well know your large shareholders. Why not
call them to see what type of support, or lack thereof, they would give you in
this transaction?
As of 11:20 a.m. today, the stock price is down approximately 10%
following your announcement. Isn't this tell tale?
Please call me if you wish to further discuss this matter.
Sincerely,
/s/ Seymour Holtzman
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Seymour Holtzman
Chairman of the Board
P.S. Our phones are
"ringing off the hook"
with irate shareholders
expressing their outrage.
cc: Board of Directors
Seymour Holtzman, Chairman of the Board of musicmaker.com, Inc., announced, "We
intend to move forward with our proxy solicitation efforts, and will ask the
Delaware Court of Chancery to maintain the record date of May 20, 2002 and the
Annual Meeting of Stockholders date of July 1, 2002, as was previously
established by Liquid Audio."
James Mitarotonda, President and Chief Executive Officer of musicmaker.com,
Inc., stated, "I have received telephone calls from numerous shareholders, both
institutions and private investors, expressing outrage with the company's
attempt to postpone its annual meeting and dissatisfaction with the proposed
Alliance Entertainment transaction, which appears to be reflected in the market
price for Liquid Audio's shares." Mr. Mitarotonda further stated, "Now more than
ever, Liquid Audio needs independent directors on its board."
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